RNS Number:0588M
Angus Newco Limited
18 January 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION
18 January 2008
Recommended cash offer by Angus Newco Limited for Inspicio plc
Offer unconditional as to acceptances
Further to the Offer made on 13 December 2007 by Angus Newco Limited ("Angus
Newco") to acquire the entire issued and to be issued share capital of Inspicio
plc ("Inspicio"), Angus Newco is pleased to declare the Offer unconditional as
to acceptances.
Furthermore:
* the public announcement made by Inspicio regarding the outcome of its
general meeting held on 3 January 2008 reveals that the condition set out in
paragraph 2 of Part I of Appendix I of the Offer Document has been
satisfied;
* the condition set out in paragraph 4 of Part I of Appendix I of the
Offer Document was satisfied on 4 January 2008; and
* the condition set out in paragraph 3 of Part I of Appendix I of the
Offer Document was satisfied on 17 January 2008.
Accordingly, until such time as Angus Newco declares the Offer wholly
unconditional, the Offer remains subject to the other terms and conditions set
out in Appendix I to the Offer Document.
The Offer which remains subject to the terms and conditions set out in the Offer
Document, has been extended and will remain open for acceptance until further
notice.
As at 1.00 p.m. (London time) on 17 January 2008, valid acceptances of the Offer
had been received in respect of a total of 67,898,899 Inspicio Shares,
representing approximately 66.83 per cent. of the existing issued share capital
of Inspicio ("Valid Acceptances").
Furthermore, as at 1.00 p.m. (London time) on 17 January 2008, Angus Newco held
24,000,000 Inspicio Shares, representing approximately 23.62 per cent. of the
existing issued share capital of Inspicio. These Inspicio Shares were acquired
by Angus Newco on 14 December 2007, and include 6,613,636 Inspicio Shares,
representing 6.51 per cent. of the existing issued share capital of Inspicio,
acquired from Cycladic Capital LLP, who had given Angus Newco a non-binding
letter of intent to accept the Offer.
Accordingly, as at 1.00 p.m. (London time) on 17 January 2008, Angus Newco held,
or had received Valid Acceptances in respect of, an aggregate of 91,898,899
Inspicio Shares, representing approximately 90.45 per cent. of the existing
issued share capital of Inspicio.
Of the Valid Acceptances, acceptances relating to an aggregate of 998,344
Inspicio Shares, representing approximately 0.98 per cent. of the existing
issued share capital of Inspicio, had been received from persons acting in
concert with Angus Newco.
On the basis of information available from acceptances, and confirmations
received by Angus Newco from those Inspicio Shareholders who gave either an
irrevocable undertaking or a non-binding letter of intent to accept the Offer,
of the Valid Acceptances:
* an aggregate of 6,026,304 Inspicio Shares, representing approximately
5.93 per cent. of the existing issued share capital of Inspicio, were
subject to irrevocable undertakings to accept the Offer procured by Angus
Newco prior to the announcement of the Offer; and
* an aggregate of 9,187,145 Inspicio Shares, representing approximately
9.04 per cent. of the existing issued share capital of Inspicio, were
subject to non-binding letters of intent to accept the Offer procured by
Angus Newco prior to the announcement of the Offer.
Full details of the irrevocable commitments are set out on the Offer Document
dated 13 December 2007.
Details of the interests in Inspicio Shares of persons acting in concert with
Angus Newco are set out in the Appendix to this announcement. Save as set out in
this announcement (including the Appendix), neither Angus Newco nor, so far as
Angus Newco is aware, any person acting or deemed to be acting in concert with
Angus Newco has any interest in any Inspicio Shares or in any securities
convertible or exchangeable into Inspicio Shares ("Relevant Inspicio
Securities") or has any rights to subscribe for Relevant Inspicio Securities or
holds any short position in relation to Relevant Inspicio Securities (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, or
has borrowed or lent any Relevant Inspicio Securities (save for borrowed
Inspicio Shares which have been either on-lent or sold).
Inspicio Shareholders who wish to accept the Offer, but have not yet done so,
are strongly encouraged (in the case of Inspicio Shares which are not held in
CREST) to complete and return a Form of Acceptance, or in the case of Inspicio
Shares in uncertificated form (that is, in CREST), to take the actions set out
in paragraph 17 of the letter from Angus Newco in Part 2 of the Offer Document,
in each case as soon as possible.
Enquiries:
Rothschild (financial adviser to Angus Newco and 3i) Tel: +44 (0)20 7280 5000
Stuart Vincent
Dev Tanna
JPMorgan Cazenove (corporate broker to Angus Newco Tel: +44 (0)20 7588 2828
and 3i)
Jonathan Wilcox
Barry Meyers
The Maitland Consultancy (3i PR enquiries) Tel: + 44 (0)20 7379 5151
Angus Maitland
The definitions set out in the Offer Document dated 13 December 2007 apply to
this announcement (including the Appendix) unless otherwise indicated.
The directors of Angus Newco accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of Angus Newco (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for 3i
Investments, the 3i Investors and Angus Newco and no one else in connection with
the Offer and will not be responsible to anyone other than 3i Investments, the
3i Investors and Angus Newco for providing the protections afforded to clients
of N M Rothschild & Sons Limited nor for providing advice in relation to the
Offer, the contents of this announcement, or any transaction or arrangement
referenced herein.
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to this
announcement or otherwise. The Offer Document contains the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The distribution of this announcement in jurisdictions other than the UK and the
availability of the Offer to Inspicio Shareholders who are not resident in the
UK may be affected by the laws of relevant jurisdictions. Therefore any persons
who are subject to the laws of any jurisdiction other than the UK or Inspicio
Shareholders who are not resident in the UK will need to inform themselves
about, and observe, any applicable requirements.
Unless otherwise determined by Angus Newco or required by the City Code and
permitted by applicable law and regulation, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national state or other securities exchange of the United States, Canada,
Australia or any other Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Angus Newco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or any other Restricted Jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees or
trustees) must not mail or otherwise forward, distribute or send it in, into or
from such jurisdiction. Any person (including, without limitation, any
custodian, nominee or trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Appendix
1. Members of the Executive Management Team, together with Keith Tozzi, have
the following interests in Inspicio Shares:
Name Number of Percentage of
Inspicio Shares existing issued
share capital
Mark Jonathan Silver 255,700 * 0.25
Keith Tozzi 158,000 ** 0.16
Richard McBride 23,000 *** 0.02
Julie Elizabeth Dedman 535,160 0.53
* 123,200 Inspicio Shares are held through Worldwide Nominees Limited.
** 12,400 Inspicio Shares held by OFA Trustee Services Ltd.
*** This figure includes 15,000 Inspicio Shares that Richard McBride has
transferred to his wife, Stephanie McBride.
2. Members of the Executive Management Team, together with Keith Tozzi, have
the following interests pursuant to the Inspicio Share Option Schemes:
Name Number of Number of Total
ordinary ordinary number of
shares in shares in ordinary shares
Inspicio Inspicio in Inspicio,
subject subject subject to
to options* to options** Inspicio Share
Option Schemes
Neil Hopkins 350,000 - 350,000
Julie Dedman - 350,000 350,000
Mark Silver 99,999 1,400,001 1,500,000
Keith Tozzi 99,999 1,400,001 1,500,000
Richard McBride - 350,000 350,000
* Options granted pursuant to the Inspicio Share Option Scheme.
** Options granted pursuant to the Inspicio Employee Benefit Trust Incentive
Plan.
3. Angus Newco's Corporate Broker, JPMorgan Cazenove Limited and its relevant
persons, have the following interests in Inspicio Shares:
Name Number of Percentage of
Inspicio Shares existing issued
share capital
J.P.Morgan Securities Ltd 26,484 0.03
This information is provided by RNS
The company news service from the London Stock Exchange
END
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